How did Sara Lee help Kraft buy Cadbury?

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Sara Lee is moving into coffee and off-loading non-strategic brands.

The boardrooms of other grocery conglomerates are busy off-loading non-core brands to either raise money for restructuring, or to build a war chest.

But it takes someone like Warren Buffet to make people sit up and stare at the grim face of reality.  The richest investor in the world stated that Kraft had paid too much for Cadbury and that it could potentially cripple the global grocery brand for years to come.

On January 5th Warren Buffett is quoted as saying…

“What we know with certainty…is that Kraft stock, at its current price of $27, is a very expensive ‘currency’ to be used in an acquisition. In 2007, in fact, Kraft spent $3.6 billion to repurchase shares at about $33 per share, presumably because directors and management thought the shares to be worth more.”

As sterling continues to decline on the world currency markets Buffet’s comments only serve to underline his unofficial title as the sage of Omaha. But if we look closer we see that Buffet, through his company Berkshire Hathaway, has invested heavily in Kraft stock, even before the Cadbury acquisition.

Berkshire Hathaway’s Annual Report stated that 130 million plus shares were purchased at a cost of $33.24 each. Buffet’s business partner Munger also invested an additional $300 million in the same year.

The significant investment is Nelson Peltz who bought 3% of Kraft stock when it was IPO’ed from Altria (formerly Philip Morris) in November 2007. It’s believed that Peltz has been setting the agenda for the Kraft acquisitions trail.

What’s surprising is that no one thought that £11.7 billion was too high a price to pay before. The problem the Cadbury board faced at the time of acquisition was this; the price was so good at £11.8 billion that the Cadbury board had no option but to sell. To sweeten the pill for the work force, Prime Minister Gordon Brown stepped in at the last moment to offer a restructuring incentive for Kraft, to preserve UK jobs. Yet more money was thrown at this deal with no visible signs of return.

Ironically Brown’s incentive has quickly unraveled as Kraft seeks to move Cadbury HQ to Chicago and close down a number of UK factories already identified by the Cadbury board for closure.

A Cadbury insider said, “At that price they can have us. No one can run our business better than us.” And that’s where people start scratching their heads. “Why do the deal?”

Recently Sara Lee has sold ‘Ambi Pur’ to Proctor and Gamble for $470 million to compliment P&G’s ‘Febreze’ line (sold mainly in the US). In buying, P&G has boosted its consumer product sales in Europe. This deal is expected to close in Qtr 1 2010

Sara Lee also off-loaded its’ King Cotton’ and ‘Circle b’ brands to Monogram Food Solutions in 2005 along with Sara Lee’s ‘Trail Best Meal’ Snacks plant in 2006.

In the same year Sun Capital bought Sara Lee’s European branded apparel business. This includes such brands as Dim, Playtex, Wonderbra, Lovable, Abanderado, Nur Die, Unno and Bellina. In September 2009 Sara Lee sold its Global Body Care Division to Unilver for a reported €1.275 billion.

In late 2009 speculation mounted that Sara Lee would buy  Maxwell House from Kraft. Despite the price offered by Sara Lee at the end of 2009, Kraft still required $9 bn of institutional funding to meet the Cadbury buy price. This rumour still persists with no deal just yet.

This need by Kraft for more funds allowed Kraft to sell its North American frozen pizza business to Nestlé for $3.7 billion. Brands that moved across include DiGiorno, Tombstone and Jacks brands in the United States, the Delissio brand in Canada and the California Pizza Kitchen trademark licence. It also includes two Wisconsin manufacturing facilities in Medford and Little Chute. The business generated 2009 net revenues of $1.6 billion, with 3,400 employees.

And the financing continues. Recently Coke announced a plan to float the European business on the London Stock Exchange. Recent announcements suggest that investors have identified a number of companies worth backing this year. According to Retail Week these include Carpetright, who wish to expand into Europe, Hobbycraft have put themselves up for sale and Findel are looking to off-load its home shopping brands whilst Next expands into the US.

These second tier investment brings long awaited liquidity to the financial sector and necessary competition to the High Street tenancies. Recent changes in landlord taxation combined with the downturn, has prevented retail tenants from negotiating much needed rental relief. A quick drive down any High Street will tell you this. Shops and businesses have closed or moved into more attractive rental premises, being replaced with ‘To Let’ signs. In a recent survey in The Times, Wolverhampton was the worst performing High Street with 45% of retail property vacant.

This picture is being repeated across most European and US cities and towns as consumers save their cash. For everyone liquidity is the name of the game. The financial markets are still crippled and will be for some time to come. Those individuals and institutions with cash can pick up some real bargains, whilst those with debts have little control over the future. Savings and investments are not providing the returns and yet the US output is growing at 5.8% as quoted by the Federal Reserve on Friday 26th February 2010.

It has been said that ‘sentiment doesn’t play a large role in business and when it does its time to sell the business.’ Those of us who believe iconic brands are immune from global market stresses are in for a rude awakening. The UK is up for sale.

This week Kettle crisps were sold to US company Diamond Foods for £400m. Previously owned by Lion Capital, Kettle Crisps have a UK manufacturing plant based in Norwich. Cable and Wireless are due to split in two next week as the parent organisation removes its loss-making UK arm from the more profitable overseas unit. The weak pound, unprecedented debt, reduced tax receipts and increasing unemployment leads us into the unenviable place of having a garage sale or three.

With over 30% of our workforce now employed in the public sector (CBI data) UK Plc has few options left but to trim that wage bill. Strikes at BA and the Post Office only confirm what the rest of the working population already knows. Systemic union militancy on previously nationalised businesses is still endemic. Brand UK suffers from overseas investment the more headline grabbing strikes we have. The UK worker has a fistful of European legislation with which to fight unreasonable and demanding employees. You only have to look at the fines imposed on Siemens, our Armed Services and Fiat to understand the extent that the European Directive has on our working conditions today.

Business has to evolve to survive and with that comes job losses and job opportunity. Opportunity is always Government led, through advantageous tax regimes, workforce education and deregulation. The UK created two of the most successful companies to emerge in the last 25 years, namely O2 and Vodafone. Both were born out of the deregulation of the radio frequency spectrum, previously used exclusively for the military. What impact have they had on our High Street, rents and GDP? How much did these companies pay the Exchequer for the 3G licences in the late 1990s?

As our tax regime becomes more punitive companies like Vodafone and O2 will not start up. WPP, the world’s largest advertising agency and British, has moved HQs to Ireland and more are expected to follow to avoid paying tax. Now whilst this might be morally wrong, it is legitimate and reduces the tax receipts paid to the Chancellor. Profits made by O2 now go to Telefonica, O2’s parent company, who are based in Spain. The Spanish taxpayer now benefits from O2’s profits not the UK. The same can now be said of Cadbury.

We need a strong banking system to help us grow our economy. Mergers and Acquisitions are good as they stimulate this sector. However bonus regulation may invite another tranche of successful UK companies to move abroad.

These headline acquisitions therefore underpins the investment opportunities for hedge funds and institutional investors such as Berkshire Hathaway in the global Grocery business. By stimulating the dormant M&A and IPO markets money starts to be released as the world slowly creeps out of one of the world’s worst recessions in generations.

Those organisations with large debt mountains are selling to pare down the debt, whilst those with limited debt are selling to move into more lucrative markets. Other global organisations are buying to consolidate their position, as in the case of Kraft, Nestlé, P&G and Unilever, whilst disinvesting themselves of brands that are no longer required.

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